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NEW YORK The film was a classic of its kind, a dark, brooding slice of 1950s New York City nightlife, an unsparing examination of the seamy side of show biz, a world of gossip, rumor, innuendo and power.Filmed in the moodiest of blacks and whites, it was punctuated by Elmer Bernstein's jazz score and starred Burt Lancaster as a ruthless newspaper columnist and Tony Curtis as the toadiest of press agents.Now "The Sweet Smell of Success," originally a long short story by Ernest Lehman, has been reinvented as a $10 million Broadway musical, the most widely anticipated show of the new year. It is in previews at Chicago's Shubert Theatre, where it is set to premiere Jan. 13. It is to arrive in New York in late February, and an opening is scheduled for March 14 at the Martin Beck Theatre."The movie is a starting point only an inspiration," says the musical's director, Nicholas Hytner. "It provides us with the characters and certain basic events. Thereafter, we are on our own."Interest in "The Sweet Smell of Success" is high not only because of the production's platinum-plated source material, but also because of the caliber of its collaborators.In the early 1990s, Mr. Hytner was the man responsible for re-imagining Richard Rodgers and Oscar Hammerstein's "Carousel," first in London and then at New York's Lincoln Center. His designer for that memorable production, Bob Crowley, will do the same for "Sweet Smell."Reworking the story is playwright John Guare, author of "The House of Blue Leaves" and "Six Degrees of Separation." Music is by Marvin Hamlisch, composer of "A Chorus Line" and "They're Playing Our Song." Lyrics are by Craig Carnelia, a favorite of discerning cabaret artists, who have given several of his songs, particularly "The Kid Inside" and "Pictures in the Hall," cult status.Its stars? John Lithgow, last seen on Broadway in 1988 in "M. Butterfly," plays J.J. Hunsecker, the Walter Winchell-inspired columnist. Brian d'Arcy James, best known for "Titanic" on Broadway and the off-Broadway version of "The Wild Party," portrays Sidney Falco, the obsequious flack who does Hunsecker's dirty dealing. In this case, the deeds involve breaking up the romance between Hunsecker's young sister (played by Kelli O'Hara) and a jazz musician (Jack Noseworthy).The musical was the brainchild of Hollywood producer David Brown, who took the idea to Canadian impresario Garth Drabinsky. He, in turn, hired Mr. Guare, who was a big fan of the film. "I remember the night I first saw the movie I was a junior at Georgetown," the 63-year-old Mr. Guare recalls. "I sat through it twice."Yet the playwright didn't see it again until he was hired to do the adaptation with no composer or lyricist in sight. "Mr. Garth believed that the book had to be ready first," Mr. Guare says. A complete draft was finished before Mr. Hamlisch and Mr. Carnelia were considered. The songwriters were put together at the urging of Mr. Drabinsky's associate Marty Bell."They first wrote four songs and three of those four are still in the show," Mr. Guare says.The musical has been percolating for four years. During its first workshop in Toronto, Mr. Drabinsky's company, Livent, went bust, and the rights to the show were in limbo."There was no producer for about two years," Mr. Hytner says. "So we just got on with it with our fingers crossed that in the end everything would work out. We met all the time."Today, the musical has a parade of producers, including Mr. Bell, Mr. Brown, Bob and Harvey Weinstein of Miramax fame and, most prominently, Clear Channel Entertainment, which had inherited much of Livent's properties.Mr. Guare has been a persistent cheerleader all along. It was he who persuaded Mr. Hytner to come aboard. Mr. Hytner also read Neal Gabler's biography "Winchell: Gossip, Power and the Culture of Celebrity," which helped seal the deal."I didn't know that Winchell began and ended in vaudeville," the director explains. "Winchell was a hoofer, and then when his career as a columnist collapsed, he went back. He ended up in Las Vegas."The tough-minded Mr. Winchell, who made and broke careers, died in 1972, virtually forgotten by a public that had devoured his columns and radio broadcasts in the 1930s, the '40s and into the early '50s."Plus there's that intimate connection, which is absolutely fascinating to a non-American, between show biz and power," adds the British-born Mr. Hytner. "There is a song-and-dance art to the way power is exercised. On first viewing, you don't think that the movie sings or dances at all. But we have moved a long way from the movie."Mr. Guare agrees."There are so many things in the movie that you have to honor, but you have to honor them without trying to put the film onstage," he says. The playwright has created a lengthy back story for the musical, with events from the film kicking in only during the second half of the show, which plays without an intermission.Mr. Guare, who was raised in Queens, grew up reading Mr. Winchell. He remembers going out late at night with his father to buy the early edition of Mr. Winchell's paper, the old New York Mirror, as well as the [New York] Daily News. "It was a nightly ritual," he recalls."Today there are so many sources of gossip. It bleeds through the air of our society."But you felt at that time, Winchell was the source of all. Our show takes place in 1952, which is the last time New York really was the center of the world. Television was here. Broadway was booming. There was a postwar intensity."Winchell was on the radio, too. The authority of that voice at 9 o'clock on Sunday night, telling you how it is, who was in, who was out, who was dead."To get a feeling for the era, Mr. Guare reread many of Mr. Winchell's old columns. "They are so vivid, alive, almost breathless," he says. "They have a great sense of urgency, a shifting of moods from threats to warnings to praise to damnation. They were like little fireworks displays."They spoke of New York and were "a kind of neon poetry," Mr. Guare adds.The score, according to Mr. Hytner, is contemporary, yet steeped in jazz from the 1950s, an era Mr. Hamlisch admires."I used to be the rehearsal pianist on a television show called the 'Bell Telephone Hour,'" the composer says. "So we had a lot of those groups and jazz personalities on as guests."In a way, there are two types of music going on in this show," Mr. Hamlisch says. "One is very reflective of the era. The other is what I thought these people would sing, music that expresses what they are feeling."Mr. Carnelia, another longtime fan of the movie, reveled in the tough language of the film, which has a screenplay by playwright Clifford Odets and Mr. Lehman."Specifically, what excites me about 'Sweet Smell of Success' is how passionately people in this story want things," Mr. Carnelia explains. "Each of the characters wants what they want so badly and walks into each scene knowing what that is. It's a feast for a writer to express that in these different voices."The most distinctive voice, of course, belongs to Hunsecker, a role Mr. Guare personally pitched to Mr. Lithgow in a telephone call."I then read the script with trembling fingers. It was one of those very few experiences I've had reading a script and thinking, 'Not only do I have to do it, I cannot tolerate anybody else doing it,'" Mr. Lithgow says with a laugh.The production team was so impressed with Mr. Lithgow that they decided to wait a year until the star was finished with his long-running television sitcom, "Third Rock From the Sun.""The two characters that are the most different in the stage version are J.J. and his sister, Susan," the star says. "J.J. is a far more chameleonlike character in the musical. Burt Lancaster's performance in the movie is more monolithic, but he had to change for the stage. J.J. is much more charming and extremely seductive during the first half of this version. You don't know what is lurking inside him."For Mr. Lithgow, it has been quite a workout. "There is a breathless energy to this production, a dazzling show-biz energy, which is both exhilarating and terrifying," he says.His co-star finds it equally exhausting."It's the biggest role I've ever had to tackle," Mr. d'Arcy James says, explaining how the part of Sidney Falco has been expanded from the movie. "In terms of Sidney's character, you see him become something. You see him start out as a regular guy who has hopes and dreams like all of us. And then you see how that affects him, which is what interests me."Despite its unsavory characters and dark tone, Mr. Hytner thinks the musical will find an audience: theatergoers ready for a whiff of bygone Manhattan nightlife and a film-noir take on the seedy side of what was once cafe society."I think there is something tremendously alluring about going right to the deepest part of the shark pool," Mr. Hytner says. "People love being there."